October 29, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Eiko Yaoita Pyles | |||||||
| Andrew Blume | ||||||||
| Sherry Haywood | ||||||||
| Perry Hindin | ||||||||
| Re: | Allbirds, Inc. | ||||
| Registration Statement on Form S-1 | |||||
| File No. 333-259188 | |||||
| Acceleration Request | |||||
Requested Date: November 2, 2021 | |||||
Requested Time: 4:00 p.m., Eastern Time | |||||
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters, hereby join Allbirds, Inc. in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-259188) (the “Registration Statement”) to become effective on November 2, 2021, at 4:00 p.m., Eastern Time, or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
We, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
[Signature Page Follows]
| Very truly yours, | |||||
| MORGAN STANLEY & CO. LLC | |||||
| By: | /s/ Mitzi M. Madrid Diaz | ||||
| Name: | Mitzi M. Madrid Diaz | ||||
| Title: | Vice President | ||||
| J.P. MORGAN SECURITIES LLC | |||||
| By: | /s/ Jaclyn Berkley | ||||
| Name: | Jaclyn Berkley | ||||
| Title: | Executive Director | ||||
| BOFA SECURITIES, INC. | |||||
| By: | /s/ Michael Liloia | ||||
| Name: | Michael Liloia | ||||
| Title: | Director | ||||
| cc: | Joseph Zwillinger, Allbirds, Inc. | ||||
| Timothy Brown, Allbirds, Inc. | |||||
| Michael Bufano, Allbirds, Inc. | |||||
| Daniel Li, Allbirds, Inc. | |||||
| Peter Werner, Cooley LLP | |||||
| Calise Cheng, Cooley LLP | |||||
| Jacob Hanna, Cooley LLP | |||||
| Stelios G. Saffos, Latham & Watkins LLP | |||||
| Richard A. Kline, Latham & Watkins LLP | |||||
| Benjamin J. Cohen, Latham & Watkins LLP | |||||
| Brittany D. Ruiz, Latham & Watkins LLP | |||||
[Signature Page to Acceleration Request]